Common use of Highest Lawful Rate Clause in Contracts

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If If, in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.43.04) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less LESS all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything any provision to the contrary contained in this AgreementAgreement or in any of the other Loan Documents, at it is expressly provided that in no time case or event shall the aggregate of (a) all interest rate payable on the unpaid balance of each of the Notes, accrued or paid from the date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant to any Lender on each of the Notes, or any of its Loansthe other Loan Documents, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute which under applicable laws are or are may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Company and FHI to contract in strict compliance with Ohio usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, exceed none of the terms of this Agreement, each of the Notes or any of the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither the Company nor any other Person now or hereafter becoming liable for payment of indebtedness pursuant to the Loan Documents (the "FHI Debt") shall ever be liable for interest in excess of the Highest Lawful Rate. If in respect of under any period during circumstances the term of this Agreement, any amount aggregate amounts paid to any Lender hereunder, to on the extent the same shall (but for the provisions of this Section 3.4) constitute or be FHI Debt include amounts which by law are deemed to constitute interest, interest which would exceed the maximum amount of interest permitted by the Highest Lawful Rate during Rate, the Company stipulates that such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall amounts will be deemed to have been applied paid as a prepayment result of an error on the part of the Loans Company and the FHI, and the Person receiving such excess payment shall promptly, upon discovery of such Lendererror or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be a sufficient and (ii) ifsole remedy for such error and that no party shall be entitled to any damages or penalties, in any subsequent period during whether statutory or otherwise, as a result of such error. In addition, all sums paid or agreed to be paid to the holder or holders of the FHI Debt for the use, forbearance or detention of the FHI Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the FHI Debt. The provisions of this AgreementSection 8.10 shall control all agreements, all amounts payable hereunder to such Lender in respect of such period which constitute whether now or shall be deemed to constitute interest shall be less than hereafter existing and whether written or oral, among the maximum amount of interest permitted by Company and the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest PaymentsFHI.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the any Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) subject to Section 2.2(c), such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the applicable Borrower shall pay to such Lender Lender, as interest and not in repayment of principal, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Borrowers shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the applicable Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower Company shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest in terest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed con strued to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPay ments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”20 "UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less LESS all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.43.1(c)) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (xA) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (yB) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate rates (or any thereof) payable to any Lender on any of its the Loans, together with the Fees Facility Fee and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section paragraph 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower Company shall pay to such Lender the Lenders in respect of such period an amount (each a “"Compensatory Interest In- terest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees any fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower Borrowers shall pay to such Lender Lender, as interest and not in repayment of principal, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Revolving Credit Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Company shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees and all other amounts payable hereunder to such Lender under the Loan Documents, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Revolving Credit Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees all fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.42.8(c)) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) notwithstanding anything to the contrary contained in Section 2.5, such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any Lender's Loans or in respect of its Loansany Reimbursement Obligation, together with the Fees and all other amounts payable hereunder to such Lender or the Issuer hereunder or with respect hereto, to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful RateRate with respect to such Lender or the Issuer, as the case may be. If in respect of any period during the term of this Agreement, any amount paid hereunder to any Lender hereunderor the Issuer, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interestinterest on a Loan of such Lender or Reimbursement Obligation of the Issuer, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable thereto during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of such Loan or Reimbursement Obligation, as the Loans of such Lendercase may be, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest on a Loan of such Lender or Reimbursement Obligation shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender or the Issuer, as the case may be, during such period, then the Borrower shall pay to such Lender or the Issuer, as the case may be, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender or the Issuer, as the case may be, during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Parent shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Credit Agreement ---------------- Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (xA) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (yB) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.